This Independent Contractor Agreement (the “Agreement”) is defined as such.
Given:
Customer and Contractor are referred to each as a Party and collectively as the Parties.
A. Contractor agrees to provide Services for Customer, and Customer agrees to pay for the amount of Payment Fee based on the Services provided by Contractor;
B. Contractor shall provide the services using suitably qualified personnel of their own choosing. Contractor reserves the right to substitute any personnel, provided that Customer is reasonably satisfied that the substitute possesses the necessary skills and qualifications for the satisfactory completion of the services. Contractor will remain liable for the services completed by substitute personnel and will bear any costs.
C. The Services will be commencing on Effective Date and shall continue until completion of the Service unless earlier terminated as set forth by the Termination Date;
D. Contractor shall invoice the Customer for Services performed based upon such Payment Fee on a monthly basis. Payment on invoices shall be due fifteen (15) days after receipt. Customer will reimburse Contractor for certain OPE only in the actual amounts incurred by Contractor, with no markups or add-ons of any kind. Contractor shall invoice Customer monthly in arrears for such expenses and shall provide appropriate vouchers and receipts to support such reimbursement.
E. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, between the parties with respect thereto.
F. Contractor agrees that all Services and any elements thereof, created, performed, contributed or prepared by Contractor pursuant to this Agreement, and any results or proceeds thereof, shall be the exclusive property of Customer without reservation, limitation or condition;
G. In relation to work performed, contributed or prepared under this Agreement, Contractor hereby assigns, transfers and conveys to Customer, exclusively and perpetually, all right, title and interest throughout the world which Contractor has or may be deemed to have therein, including without limitation all copyrights, patents, rights of reproduction, and rights to ownership of any physical works of art embodied therein, and the right to secure registrations, renewals, reissues and extensions thereof. Contractor agrees to execute such further documents and to do such further acts as may be reasonably necessary to perfect, register or enforce Customer ownership of any such rights;
H. Contractor agrees to indemnify and hold Customer harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from a breach of any of Contractor’s Affiliates and warranties herein or from the death or injury of any person or persons, including employees of Customer, or from the damage or destruction of any work or properties, attributable to or resulting from Contractor’s performance of the Services hereunder. The total amount claimed during the contract will not exceed the overall policy cover of £1M. Contractor warrants and represents that Customer has full power and authority to enter into and perform this Agreement and to make the grant of rights contained herein;
I. This agreement may be amended only in writing signed by both parties. Failure by either party to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed as a waiver of such provisions in any other circumstance or a waiver of any other provision;
J. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, then (i) the illegal or unenforceable provision shall be replaced by a revised provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision and (ii) the remainder of the Agreement will remain binding and in full force and effect;
K. In the event of a dispute arising out of or in connection with Breach of Information, the Party claiming a dispute must in writing notify the other Party of such dispute (“Dispute Notice”). Upon receipt of such Dispute Notice, the Parties shall in good faith attempt to resolve such dispute by negotiation and mutual consultation.
L. The Parties agree that all provisions stipulated in letter F, G, H, I, J and K in this section shall survive up to 2 years after the expiration or termination of this Agreement;
M. The Parties agree to exercising good faith and best efforts to adhere to all clauses stipulated in this section and Standard Conditions.
The following words and expressions shall have the following meanings unless the context requires otherwise:
Affiliates. An entity which is (i) directly or indirectly controlling such Party; (ii) under the same direct or indirect ownership or control as such Party; or (iii) directly or indirectly owned or controlled by such Party.
Confidential Information. All information to the extent previously, presently, or subsequently, written or oral, furnished and disclosed by Customer, directly or indirectly, to Contractor including, but not limited to, all financial, business, legal, and technical information of Customer or any of its affiliates, suppliers, customers, and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how, and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses, and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential.
Non-Confidential Information. Any information that applies the following circumstances: (i) Rightfully known to Contractor without restriction before receipt from Customer; (ii) Becomes known to the public (other than by of the Contractor) after disclosure; (iii) Developed independently by the Recipient or its employees without reference, access to, or reliance on the information provided by the Contractor; (iv) Rightfully disclosed to Recipient without restriction by a third party; or (v) Required by the Governing Law to be disclosed by the Recipient, provided that, reasonable prior written notice of such required disclosure is given to the Customer. Customer represents and warrants that it is authorized to disclose any and all Confidential Information made available to the Contractor under this NDA.
1.1. Each Party shall exercise reasonable diligence in maintaining all Confidential Information of the other Customers secret and confidential. Reasonable diligence for the purpose of this Agreement is defined to be the same degree of care that a Party exercises relative to information owned by that Party that it desires to maintain secret and confidential, but in any case no less than a reasonable degree of care;
1.2. Contractor shall not disclose any Confidential Information of the Customer to any person or entity, other than its own Affiliates who has a reasonable need to know ad has been made aware of and shall be bound by the non-disclosure obligations contained herein, nor shall it, during the term of this Agreement or at any time thereafter, use such information in any way unrelated to the disclosing purpose of this Agreement;
1.3. If Contractor is required to disclose any Confidential Information due to Non-Confidential Information above, it will promptly notify the Customer to enable it to seek a protective order or take other appropriate action. Contractor will also fully cooperate in Customer’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If in the absence of a protective order and the Contractor is compelled, as a matter of law, to disclose the Confidential Information, then upon the written opinion of Contractor’s counsel, Contractor may disclose to the party compelling the disclosure only the part of the Confidential Information as required by law to be disclosed. Contractor will advise and consult with Customer and its counsel as to such disclosure and the nature of wording of such disclosure and Contractor will use its best efforts to obtain confidential treatment therefore.
1.4. Contractor agrees not to reproduce or copy by any means materials that contain Confidential Information without Customer’s prior written permission in each case; except for such copy made to the extent necessary for those Contractor or its Affiliates as permitted in the clause 1.2 above.
2.1. In the event of any material breach of this Agreement by either party hereto, the other party may (without waiving any other remedies or rights under this Agreement, in law or in equity) terminate this Agreement by giving ten (10) days prior written notice; provided, however, that this Agreement shall not terminate if the party in breach has cured the breach of which it has been notified prior to the expiration of said ten (10) days;
2.2. Notwithstanding any other provisions of this agreement to the contrary, Customer may terminate this Agreement for any reason by giving Contractor at least thirty (30) days prior written notice of its election to terminate said Agreement. In case of any termination, Customer agrees to pay Contractor for all costs incurred by Contractor in connection with the Services up to the effective date of termination at the agreed upon rates and expenses set forth herein;
2.3. Notwithstanding any other provisions of this agreement to the contrary, Contractor may terminate this Agreement for any reason by giving Customer at least thirty (30) days prior written notice of its election to terminate said Agreement. Customer has the sole right, upon receipt of such notification, to continue Contractor Services for this thirty (30) day period. Customer agrees that during this thirty (30) day notice period, payment will only be made at the agreed upon rates and expenses set forth herein, for completed deliverables; which deliverables are mutually agreed upon by the Parties at the beginning of the notice period;
2.4. This Agreement shall automatically terminate on the occurrence of: (i) the insolvency of either party; or (if applicable) (ii) the death of Contractor;
2.5. On termination of this agreement, for any cause whatsoever, the Contractor shall remain entitled to payment for any outstanding work or expenses payments up to and including the termination date.
3.1. During the term of this Agreement, Contractor will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Contractor’s obligations, or the scope of services to be rendered for Customer, under this Agreement;
3.2. Contractor warrants that, to the best of Contractor’s knowledge, there is no other existing contract or duty on Customer’s part that conflicts with or is inconsistent with this Agreement. Contractor agrees to indemnify Customer from any and all loss or liability incurred by reason of the alleged breach by Contractor of any services agreement with any third party.
4.1. During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, The Parties mutually agree not to solicit, encourage, interfere with, or cause others to solicit, interfere with, or encourage any of their respective employees, contractors, customers/clients, or advisors to terminate their relationship with each Party, respectively.
5.1. Contractor will acquire no right to use, and will not use without Customer’s prior written consent, the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks of Customer, its parent, related or subsidiary companies, employees, directors, shareholders, assigns, successors or licensees: (a) in any advertising, publicity or promotion; (b) to express or imply any endorsement of Contractor’s services; or (c) in any manner other than in accordance with this Agreement. This does not include future marketing activities of Contractor to use Customer’s name and nature of work undertaken for the sole purpose of seeking future work opportunities.
6.1. Contractor acknowledges that it enters into this Agreement as, and that it will perform all Services hereunder as, an independent contractor. Contractor will be solely responsible for, and Customer shall not be liable for the payment of employee benefits, if any, and for withholding and remitting income taxes and social security payments;
6.2. Contractor agrees to pay, as and when due, any and all taxes assessed or incurred in connection with Contractor’s compensation hereunder, including estimated taxes, and will provide Customer with documentation of such payment upon request. Contractor further agrees to indemnify and hold Customer harmless from and against liability for any and all such payments, including but not limited to the case where the Jurisdiction of Contractor has withholding requirements different from the jurisdiction of the company. Nevertheless, Contractor agrees that Customer may withhold from payment to Contractor any amounts which Customer determines it is required to withhold by applicable law. Customer agrees to notify Contractor of the requirement to withhold an amount from payment within 3 business days of Customer’s knowledge of the requirement;
6.3. Customer is under no obligation to offer further contracts or services to Contractor nor is the Contractor under obligation to accept such contracts or services if offered. Contractor is not obliged to make its services available except for the performance of its obligations under this Agreement. Both Parties agree and intend that there be no mutuality of obligations either during or following the agreement, whatsoever.It is not intended for there to be any mutuality of obligation between each Party either during the Agreement or upon termination. Customer is under no obligation to offer future contracts to Contractor and if it does make any such offer, Customer is not obliged to accept it;
6.4. Contractor will remain free to perform services for parties other than Customer; provided that such services will not interfere with the performance of Services hereunder. Contractor further agrees and acknowledges that:
6.4.1. Contractor’s relationship with Customer is not an employment relationship;
6.4.2. Contractor, under no circumstances is entitled to receive from Customer any benefits or insurance, including without limitation any unemployment, worker’s compensation or disability benefits, vacation or sick pay;
6.4.3. Contractor is solely responsible for determining the method and means by which Customer will accomplish the Services and otherwise fulfill Contractor’s obligations hereunder; and
6.4.4. Contractor will be solely responsible for the professional performance of the Services, and will receive no assistance, direction, supervision or control from Customer except as specifically set forth in Standard Conditions.
6.5. Nothing contained in this Agreement shall be construed to place the Parties in the relationship of partners or joint ventures and neither party shall have any right to obligate or bind the other in any manner. Contractor agrees that it will not hold itself out as an authorized agent with power to bind Customer in any manner.
7.1. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, so that each provision is severable from each other provision;
7.2. Failing settlement of exercising Good Faith above within sixty (60) days of the date of such Dispute Notice, either Party may choose to proceed the dispute based on Jurisdiction and Governing Law set forth above.
7.3. All documents to be provided or communications to be given or made under this Agreement shall be in the English language;
7.4. Each of the Parties hereby undertakes that it has read this Agreement, understands its English contents and that this Agreement has been entered into freely and without duress and that independent legal advice has been given
IN WITNESS WHEREOF, the parties hereto have executed and signed two (2) counterparts of this Agreement and each Party retains one original as a sealed instrument, effective as of the date and year as first written above.
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